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Exhibit 4.5    
    



	 	
Dated

2004
 	 




Kingfisher Trust 2004-1G

Deed of Charge  


Perpetual Trustee Company Limited

("Trustee")

P.T. Limited

("Security Trustee")

ANZ Capel Court Limited

("Trust Manager")

The Bank of New York, New York Branch

("Note Trustee")  


 Mallesons Stephen Jaques
  Solicitors 


Governor
Phillip Tower

1 Farrer Place

Sydney NSW 2000

Telephone (61 2) 9296 2000

Fax (61 2) 9296 3999

DX 113 Sydney

Ref: BCC:SRF 







 
 

Contents    
    
    Kingfisher Trust 2004-1G Deed of Charge    
    



	1	 	Interpretation	 	1
	

2	
 	

Creation of Kingfisher Trust 2004-1G Security Trust	
 	

4
	

 	
 	
Creation of Security Trust	
 	
4
	 	 	Name of Security Trust	 	4
	

3	
 	

Charge	
 	

4
	

4	
 	

Nature of charge	
 	

5
	

 	
 	
Conversion to fixed charge	
 	
5
	

5	
 	

Notices	
 	

5
	

 	
 	
Form	
 	
5
	 	 	Time effective	 	6
	 	 	Deemed receipt	 	6
	

6	
 	

Governing law, jurisdiction and service of process	
 	

7
	

 	
 	
Governing Law	
 	
7
	 	 	Non-exclusive jurisdiction	 	7
	 	 	Service of process	 	7
	

7	
 	

Counterparts	
 	

7
	

8	
 	

Limited recourse	
 	

7
	

 	
 	
Security Trustee Liability	
 	
7
	 	 	Limitation on Trustee's liability	 	7
	 	 	Claims against Trustee	 	8
	 	 	Breach of trust	 	8
	 	 	Acts or omissions	 	8
	

9	
 	

Note Trustee	
 	

8
	

 	
 	
Capacity	
 	
8
	 	 	Exercise of rights	 	8
	 	 	Instructions or directions	 	9
	 	 	Payments	 	9
	 	 	Notices	 	9
	 	 	Limitation of Note Trustee's Liability	 	9
	

10	
 	

Priority amount	
 	

9
	

 	
 	
Priority amount	
 	
9
	 	 	Nature of liabilities	 	9
	 	 	Maximum amount	 	9










Kingfisher Trust 2004-1G

Deed of Charge  



	Date:	 	                        2004
	Parties:	 	PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) in its capacity as trustee of the Trust having its registered office at Level 7, 39 Hunter Street, Sydney NSW 2000 ("Trustee")
	 	 	P.T. LIMITED (ABN 67 004 454 666) having its registered office at Level 7, 39 Hunter Street, Sydney NSW 2000 ("Security Trustee")
	 	 	ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its registered office at Level 17, 530 Collins Street, Melbourne, Victoria, 3000 ("Trust Manager")
	 	 	THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking corporation acting through its New York branch at 101 Barclay Street, 21W, New York, New York 10286 ("Note
Trustee")
	
Recitals:	
 	

 	
 	

 
	 	 	A.	 	The Global Master Security Trust Deed makes provision for the establishment of the Security Trust pursuant to this deed.
	 	 	B.	 	As security for its obligations to the Secured Creditors, the Trustee, as trustee of the Trust, has agreed to grant to the Security Trustee a charge over all of the Assets of the Trust for the benefit of the Secured
Creditors.
	 	 	C.	 	The Trustee has the power under the Master Trust Deed to grant the charge evidenced in the Global Master Security Trust Deed and this deed.
	 	 	D.	 	The Security Trustee has agreed to act as trustee for the Secured Creditors and hold the benefit of the Charge on trust for the Secured Creditors and otherwise act in accordance with the Global Master Security Trust Deed
and this deed.
	 	 	E.	 	The Note Trustee acts as Note Trustee on behalf of the Class A Note Holders in accordance with the Note Trust Deed.





Operative provisions:  


	1
	 Interpretation



	1.1
	The
following words have these meanings unless the contrary intention appears: 







Definitions Schedule means the deed entitled "Kingfisher Master Trusts Master Definitions Schedule" dated 1 August 2000 between the Trustee, the
Security Trustee and the Trust Manager as amended by the deed entitled "Kingfisher Master Trusts Amending Deed" dated 16 May 2001. 


Event of Default means the occurrence of any of the following events in respect of the Trust: 


	(a)
	the
Trustee fails to pay or repay any amount due under:



	(i)
	the
Class A Notes (for such times as the Class A Notes are outstanding);



	(ii)
	the
Class B Notes (after all of the Class A Notes have been repaid or redeemed in full); or



	(iii)
	subject
to paragraph (ii) above, any Transaction Document, 










within
10 Business Days of the due date for payment or repayment of such amount; 



	(b)
	the
Trustee is (for any reason) not entitled fully to exercise its right of indemnity against the Assets of the Trust to satisfy any liability to a Secured Creditor and the
circumstances 









 



are
not rectified to the reasonable satisfaction of the Security Trustee within 14 days of the Security Trustee requiring the Trustee in writing to rectify them; 



	(c)
	the
Trustee fails to perform or observe any other provision of a Transaction Document (other than the obligations referred to in this definition), where such failure will have a
Material Adverse Effect and the failure is not remedied within 30 days after written notice from the Security Trustee requiring the Trustee to rectify them;



	(d)
	an
Insolvency Event occurs in respect of the Trustee (in its capacity as trustee of the Trust) and the Trustee is not replaced (by either the Trust Manager or a replacement trustee)
in accordance with the Master Trust Deed within 30 days of such Insolvency Event;



	(e)
	the
Charge:



	(i)
	is
or becomes wholly or partly void, voidable or unenforceable; or



	(ii)
	loses
the priority which it has at or after the date of this deed;






	(f)
	all
or any part of any Transaction Document, is terminated (other than the Basis Swap, the Fixed Rate Swap, the Redraw Facility Agreement or a Currency Swap, in respect of a
termination because of an action of a taxing authority or change in tax law) or is or becomes void, illegal, invalid, unenforceable or of limited force and effect, or any party becomes entitled to
terminate, rescind or avoid all or part of any Transaction Document (other than the Basis Swap, the Fixed Rate Swap, the Redraw Facility Agreement or a Currency Swap, in respect of a termination
because of an action of a taxing authority or a change in tax law);



	(g)
	distress
or execution is levied or a judgment, order or a Security Interest is enforced, or becomes enforceable, over the Secured Property (or any part of it) for an amount exceeding
(either individually or in aggregate) A$1,000,000, or can be rendered enforceable by the giving of notice, lapse of time or fulfilment of any condition;



	(h)
	the
Trust is held or conceded by the Trustee not to have been constituted or to have been imperfectly constituted; or



	(i)
	except
with the prior consent of the Security Trustee (that consent only to be given upon the instructions or the consent of the Voting Secured Creditors):



	(i)
	the
Trust is wound up, or the Trustee is required to wind up the Trust under the terms of this deed, or applicable law, or the winding up of the Trust commences; or



	(ii)
	the
Trustee ceases to be authorised to hold the property of the Trust in its name and perform its obligations under the Transaction Documents. 







Note Trust Deed means the deed entitled "Kingfisher Trust 2004-1G Note Trust Deed" dated on or about the date of this deed between the
Trustee, the Trust Manager and the Note Trustee. 


Secured Creditor means: 


	(a)
	the
Note Trustee (in its personal capacity and as trustee of the Note Trust) on behalf of each Class A Note Holder;



	(b)
	each
Class A Note Holder;



	(c)
	each
Class B Note Holder:



	(d)
	each
Paying Agent;



	(e)
	each
Counterparty; 




2







 


	(f)
	the
Liquidity Facility Provider;



	(g)
	the
Redraw Facility Provider;



	(h)
	the
Servicer;



	(i)
	each
Approved Seller;



	(j)
	the
Trust Manager;



	(k)
	the
Security Trustee; and



	(l)
	each
Support Facility Provider (to the extent not included in the above paragraphs). 






Secured Limit means $7,000,000,000. 


Secured Money means all amounts which at any time for any reason or circumstance in connection with any Transaction Document that relates to, or applies
to, the Trust or this deed or any transactions contemplated by any of them (insofar as such transactions relate to, or apply to, the Trust), whatsoever whether at law, in equity, under statute or
otherwise: 


	(a)
	are
payable, are owing but not currently payable, are contingently owing, or remain unpaid by the Trustee to the Security Trustee on its own account or for the account of the Secured
Creditors or to any Secured Creditor or to any Receiver;



	(b)
	have
been advanced or paid by the Security Trustee on its own account or for the account of the Secured Creditors or by any Secured Creditor:



	(i)
	at
the express request of the Trustee; and



	(ii)
	on
behalf of the Trustee;






	(c)
	which
the Security Trustee on its own account or for the account of the Secured Creditors or any Secured Creditor is liable to pay by reason of any act or omission of the Trustee or
has paid or advanced in the protection or maintenance of the Secured Property or the security interest created by this deed following an act or omission by the Trustee; or



	(d)
	are
reasonably foreseeable as likely, after that time, to fall within any of paragraphs (a), (b) or (c) above. 




This
definition applies: 


	(i)
	irrespective
of the capacity in which the Trustee, the Security Trustee or any Secured Creditor became entitled or is liable in respect of the amount concerned;



	(ii)
	whether
the Trustee, the Security Trustee or any Secured Creditor is liable as principal debtor or surety or otherwise;



	(iii)
	whether
the Trustee is liable alone or jointly, or jointly and severally with another person;



	(iv)
	whether
the Security Trustee or any Secured Creditor is the original obligee or an assignee or a transferee of the Secured Money and whether or not:



	(A)
	the
assignment or transfer took place before or after the delivery of this deed; or



	(B)
	the
Trustee consented to or was aware of the assignment or transfer; or



	(C)
	the
assigned or transferred obligation was secured; or






	(v)
	whether
the Security Trustee or any Secured Creditor is the original Security Trustee or an original Secured Creditor or an assignee or a transferee of the original Security Trustee
or an original Secured Creditor, and whether or not the Trustee consented to or was aware of the assignment or transfer. 




3







 






Secured Property means all the future Assets of the Trust held by the Trustee on the terms of the Trust in accordance with the Master Trust Deed and the
Supplemental Deed. 


Security Trust means the trust constituted by this deed and the Global Master Security Trust Deed. 


Supplemental Deed means the deed entitled "Kingfisher Trust 2004-1G Supplemental Deed" on or about the date of this deed between, amongst
others, the Trustee, the Trust Manager, the Security Trustee and Australia and New Zealand Banking Group Limited. 


Trust means the Kingfisher Trust 2004-1G. 



	1.2
	Except
to the extent to which words and phrases are otherwise defined in this deed, words and phrases defined in the Definitions Schedule and the Supplemental Deed shall bear the same
meaning when used in this deed. Where definitions are in respect of a "Trust" they shall be interpreted in this deed in respect of the Trust. In the event of any inconsistency between a definition
expressly defined in this deed and a definition in the Definitions Schedule, the definition in this deed shall prevail. In the event of any inconsistency between a definition in the Definitions
Schedule and a definition in the Supplemental Deed, the definition in the Supplemental Deed will prevail. Any amendment to the Definitions Schedule will only apply to this deed if made in accordance
with the Global Master Security Trust Deed.



	1.3
	Clauses
1.2 to 1.5 (inclusive) of the Definitions Schedule are incorporated into this deed as if those clauses were set out in full.



	1.4
	The
provisions in this deed relate only to the Trust and the Security Trust and apply in addition to the provisions of the Global Master Security Trust Deed, or in place of the
provisions of the Global Master Security Trust Deed, as the case may be.   

 



	2
	 Creation of Kingfisher Trust 2004-1G Security Trust



Creation of Security Trust  



	2.1
	The Security Trust is constituted:



	(a)
	upon
execution of this deed by the Trustee, the Security Trustee, the Trust Manager and the Note Trustee; and



	(b)
	the
payment of the sum of $10 by the Trust Manager to the Security Trustee in respect of the Security Trust (the receipt of which the Security Trustee acknowledges by its execution of
this deed). 








The
above sum will vest in the Security Trustee and be held by it on and subject to the trusts, terms and conditions of this deed, the definition of "Trust Fund" in the Definitions Schedule and the
Global Master Security Trust Deed in respect of the Security Trust and will be invested by the Security Trustee in accordance with the provisions of this deed and the Global Master Security Trust
Deed. 





Name of Security Trust



	2.2
	The
Security Trust established under clause 2.1 will be known as the "Kingfisher Trust 2004-1G Security Trust".   

 



	3
	 Charge



	3.1
	The
Trustee charges all its right, title and interest in the Secured Property to the Security Trustee as security for payment of the Secured Money.



	3.2
	The
Trustee acknowledges giving this Charge and incurring obligations and giving rights under this deed for valuable consideration. 





4







 



	3.3
	The
Charge is a security for the whole of the Secured Money but nevertheless the amount recoverable by the Security Trustee under this Charge is limited to the Secured Limit.



	3.4
	The
charge granted by this deed is a "Charge" for the purposes of the Global Master Security Trust Deed insofar as it applies to the Trust.



	3.5
	This
deed is the "Deed of Charge" for the purposes of the Global Master Security Trust Deed insofar as it applies to the Trust.



	3.6
	The
Trustee acknowledges and agrees that this Charge is subject to the terms of the Global Master Security Trust Deed.


 



	4
	Nature of charge



	4.1
	This
Charge is:



	(a)
	a
fixed charge on the Trustee's right, title and interest in, to and under the Transaction Documents; and



	(b)
	a
fixed charge on all Secured Property which is:



	(i)
	interests
in real property (other than those which the Trustee is prohibited by law from charging or is incompetent to charge by a fixed charge and any interest which the Trustee has
in respect of any Housing Loans);



	(ii)
	interests
in fixtures, buildings, plant and machinery;



	(iii)
	book
debts;



	(iv)
	securities,
instruments (negotiable or otherwise) and documents of title (other than the Title Documents in respect of the Housing Loans which comprise the Assets of the Trust) at
any time deposited with the Security Trustee by the Trustee for any purpose;



	(v)
	books
of account, invoices, statements, ledger cards and records relating to the business transactions of the Trustee; and



	(vi)
	interests
in personal property not referred to above that are not acquired for disposal in the ordinary course of the Trustee's business; and






	(c)
	a
floating charge on:



	(i)
	the
Trustee's right, title and interest in, to and under Housing Loans;



	(ii)
	the
proceeds of any book debt; and



	(iii)
	the
rest of the Secured Property. 












Conversion to fixed charge



	4.2
	Without
derogating from the provisions of clause 8 of the Global Master Security Trust Deed, the Security Trustee may, by notice given at any time to the Trustee, convert the
floating charge to a fixed charge in relation to the Secured Property specified in the notice where the Security Trustee reasonably considers that it is necessary to protect the rights of the Secured
Creditors under this deed and the Global Master Security Trust Deed. The Security Trustee must notify each Designated Rating Agency promptly upon so converting the charge.


 



	5
	Notices



Form



	5.1
	A
notice, approval, consent or other communication in connection with this deed:



	(a)
	may
be given by an Authorised Officer of the relevant party; and 






5







 


	(b)
	must
be in writing; and



	(c)
	must
be left at the address of the addressee, or sent by prepaid ordinary post (airmail if posted to or from a place outside Australia) to the address of the addressee or sent by
facsimile to the facsimile number of the addressee set out below or which is notified to the parties from time to time after execution of this deed. 








	Trustee	 	 
	

Address:	
 	

Level 3

39 Hunter Street

Sydney NSW 2000
	Facsimile:	 	(02) 9221 7870
	Attention:	 	Manager, Securitisation
	
 Security Trustee
	

Address:	
 	

Level 7

1 Castlereagh Street

Sydney NSW 2000
	Facsimile:	 	(02) 9229 9009
	Attention:	 	Manager, Securitisation
	
 Trust Manager
	

Address:	
 	

Level 6, 530 Collins Street

Melbourne VIC 3000
	Facsimile:	 	(61 3) 9273 3539
	Attention:	 	Manager, Primary Markets Group
	
 Note Trustee
	

Address:	
 	

101 Barclay Street, 21W

New York, New York 10286

United States of America
	Facsimile:	 	(212) 815 5915
	Attention:	 	Global Structured Products Unit





Time effective



	5.2
	Unless
a later time is specified in it a notice, approval, consent or other communication takes effect from the time it is received. 




Deemed receipt



	5.3
	A
notice, request, certificate, demand, consent or other communication under this deed is deemed to have been received:



	(a)
	where
delivered in person, upon receipt at the relevant office;



	(b)
	where
sent by post, on the third (seventh if outside Australia) day after posting; and



	(c)
	where
sent by facsimile, on production by the dispatching facsimile machine of a transmission report by the machine from which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile number of the recipient. 






However,
if the time of deemed receipt of any notice is not before 4.00 p.m. (local time at the address of the recipient) on a Business Day it is deemed to have been received at the
commencement of business on the next following Business Day. 




6







 



	5.4
	All
notices with respect to the Secured Creditors are valid if despatched by prepaid ordinary post (airmail if posted to a place outside Australia) to the Secured Creditors at their
registered office (or, in the case of Note Holders holding Registered Notes, to the address specified in the Register of Note Holders and, in the case of joint holders, to the person whose name first
appears in the Register of Note Holders) or, in the case of the owners of Bearer Notes, any notice will be effectively given if it is given to the Note Trustee in accordance with this clause and in
the manner contemplated by relevant Note Trust Deed and the terms and conditions of issue (if any) of the relevant Bearer Notes. Such notice is taken to be received on the third (seventh, if posted to
a place outside Australia) day after posting.


 



	6
	Governing law, jurisdiction and service of process





Governing Law



	6.1
	This
deed and the Security Trust are governed by the law in force in New South Wales and the rights, liabilities and obligations of the parties and the other Secured Creditors are
governed by the laws in force in New South Wales. 




Non-exclusive jurisdiction



	6.2
	Each
party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. Each party waives any
right it has to object to an action being brought in those courts including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have
jurisdiction. 




Service of process



	6.3
	Without
preventing any other mode of service, any document in an action (including, without limitation, any writ of summons or other originating process or any third or other party
notice) may be served on any party by being delivered to or left for that party at its address for service of notices under clause 5.


 



	7
	Counterparts



This
deed may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument. 



	8
	Limited recourse



Security Trustee Liability



	8.1
	Notwithstanding
any other provision of this deed, the Security Trustee will have no liability under or in connection with this deed or any other Transaction Document (whether to the
Secured Creditors, the Trustee, the Trust Manager or any other person) other than to the extent to which the liability is able to be satisfied in accordance with the Global Master Security Trust Deed
or any other Transaction Document out of the property of the Trust Fund from which the Security Trustee is actually indemnified for the liability. This limitation will not apply to a liability of the
Security Trustee to the extent that it is not satisfied because, under the Global Master Security Trust Deed or by operation of law, there is a reduction in the extent of the Security Trustee's
indemnification as a result of the Security Trustee's fraud, gross negligence or wilful default. Nothing in this clause 8.1 or any similar provision in any other Transaction Document limits or
adversely affects the powers of the Security Trustee, any Receiver or attorney in respect of the Charge or the Secured Property. 




Limitation on Trustee's liability



	8.2
	This
deed applies to the Trustee only in its capacity as trustee of the Trust and in no other capacity. A liability incurred by the Trustee acting in its capacity as trustee of the
Trust arising 



7







 


under
or in connection with this deed is limited to and can be enforced against the Trustee only to the extent to which it can be satisfied out of Assets of the Trust out of which the Trustee is
actually indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this deed (other than clause 8.4) and extends to all liabilities and
obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this deed. 





Claims against Trustee



	8.3
	The
parties other than the Trustee may not sue the Trustee in any capacity other than as trustee of the Trust, including seeking the appointment of a receiver (except in relation to
the Assets of the Trust), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee (except in
relation to the Assets of the Trust). 




Breach of trust



	8.4
	The
provisions of this clause 8 limiting the Trustee's liability will not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because
under this deed or any other Transaction Document in relation to the Trust or by operation of law there is a reduction in the extent of the Trustee's indemnification out of the Assets of the Trust as
a result of the Trustee's fraud, gross negligence or wilful default. 




Acts or omissions



	8.5
	It
is acknowledged that the Relevant Parties are responsible under this deed and the other Transaction Documents for performing a variety of obligations relating to the Trust. No act
or omission of the Trustee (including any related failure to satisfy its obligations or breach of representation or warranty under this deed) will be considered fraud, gross negligence or wilful
default for the purpose of clause 8.4 if and to the extent the act or omission was caused or contributed to by any failure by any Relevant Party or any other person appointed by the Trustee
under any Transaction Document (other than a person whose acts or omissions the Trustee is liable for in accordance with any Transaction Document) to fulfil its obligations relating to the Trust or by
any other act or omission of any Relevant Party or any other such person regardless of whether or not the act or omission is purported to be done on behalf of the Trustee.



	8.6
	No
attorney, agent, receiver or receiver and manager appointed in accordance with this deed or any other Transaction Document has authority to act on behalf of the Trustee in a way
that exposes the Trustee to any personal liability, and no act or omission of any such person will be considered fraud, gross negligence or wilful default of the Trustee for the purpose of
clause 8.4.



	8.7
	The
Trustee is not obliged to do anything or refrain from doing anything under or in connection with this deed (including incur a liability) unless the Trustee's liability is limited
in the same manner as set out in this clause.   

 



	9
	 Note Trustee



Capacity



	9.1
	The
Note Trustee is a party to this deed in its capacity as trustee for the Class A Note Holders of the Trust from time to time under the Note Trust Deed. 




Exercise of rights



	9.2
	Except
as otherwise provided in this deed and in the Note Trust Deed:



	(a)
	(Only by Note Trustee): the rights, remedies and discretions of the Class A Note Holders under this deed including all rights to
vote or give instructions or consent to the Security Trustee and to enforce any undertakings or warranties under this deed, may only be 






8







 



exercised
by the Note Trustee on behalf of the Class A Note Holders in accordance with the Note Trust Deed; and 



	(b)
	(Limited Right of Enforcement by Class A Note Holders): the Class A Note Holders may only exercise enforcement rights in
respect of the Secured Property through the Note Trustee and only in accordance with this deed. 





Instructions or directions



	9.3
	The
Security Trustee may rely on any instructions or directions given to it by the Note Trustee as being given on behalf of all the Class A Note Holders from time to time and
need not inquire whether any such instructions or directions are in accordance with the Note Trust Deed, whether the Note Trustee or the Class A Note Holders from time to time have complied
with any requirements under the Note Trust Deed or as to the reasonableness or otherwise of the Note Trustee. 




Payments



	9.4
	Any
payment to be made to a Class A Note Holder under this deed may be made to the Note Trustee or a Paying Agent on behalf of that Class A Note Holder in accordance
with the Note Trust Deed, the Agency Agreement and the Class A Note Conditions for the Class A Notes. 




Notices



	9.5
	Any
notice to be given to a Class A Note Holder under this deed may be given to the Note Trustee on behalf of that Class A Note Holder and in the manner contemplated by
the Note Trust Deed and the Class A Note Conditions for the Class A Notes. Any costs to the Note Trustee of publishing such notice to the Class A Note Holders will, subject to
this deed, be reimbursed by the Trustee to the Note Trustee. 




Limitation of Note Trustee's Liability



	9.6
	The
liability of the Note Trustee under this deed is limited in the manner and to the same extent as under the Note Trust Deed.   

 



	10
	 Priority amount



Priority amount



	10.1
	Despite
any other provision of this Charge, the Secured Money is a limited amount. At any time until this Charge is released in accordance with the terms of this deed and the Global
Master Security Trust Deed, that limited amount is the limited amount described in clause 10.4 then falling within the definition of Secured Money.



	10.2
	For
the purpose only of fixing priorities under section 282 of the Corporations Act, the prospective liabilities secured by this deed include, without limitation, the
prospective liabilities of the nature specified in clause 10.3 up to the limited amount specified in clause 10.4. 






Nature of liabilities



	10.3
	The
nature of the liabilities referred to in clause 10.1 are the liabilities of the Trustee to the Secured Creditors under the Transaction Documents. 




Maximum amount



	10.4
	The
limited amount referred to in clauses 10.1 and 10.2 is A$7,000,000,000. 




EXECUTED as a deed. 


9







 

Execution Page  



	SIGNED, SEALED AND DELIVERED by



as attorney for PERPETUAL TRUSTEE

COMPANY LIMITED

under power of attorney dated



in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	 	)

)

)

)

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)

)

)

)

)

)

)

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)

)

)

)

)	 	
 By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney
	
SIGNED, SEALED AND

DELIVERED by



as attorney for P.T. LIMITED under

power of attorney dated



in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	
 	

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)	
 	

 By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney
	 	 	 	 	 



10







 

	
 SIGNED, SEALED AND DELIVERED by



as attorney for ANZ CAPEL COURT

LIMITED under power of attorney dated



in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	
 	

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)	
 	

 By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney
	
SIGNED, SEALED AND DELIVERED by

and

as authorised signatory for
 THE BANK OF NEW YORK, NEW YORK BRANCH





in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	
 	

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 By executing this deed the signatory warrants that the signatory is duly authorised to execute this deed on behalf of The Bank of New York, New York Branch









 
 By executing this deed the signatory warrants that the signatory is duly authorised to execute this deed on behalf of The Bank of New York, New York Branch




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Exhibit 4.5


Contents Kingfisher Trust 2004-1G Deed of Charge